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CDG Petchem Ltd			Industry : Trading


BSE Code:	534796	NSE Symbol:	Not Listed	P/E(TTM):	0

ISIN Demat:	INE198N01017	Div & Yield %:	0	EPS(TTM):	0

Book Value(Rs):	26.6990417	Market Cap ( Cr.):	144.72	Face Value(Rs):	10

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The Members,

Your directors have pleasure in presenting the 14^th Annual Report together with the Audited Financial Statements for the Financial Year ended 31^st March, 2025.

1. SUMMARY OF FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31, 2025, is summarized below

	Standalone			Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	898.73	1539.98	2309.97	4052.75
Other income	7.20	67.83	17.49	73.73
Profit Before Interest, Depreciation
	(45.73)	1591.86	(26.47)	92.00
& Tax
Interest	41.40	96.38	65.65	131.48
Depreciation	8.61	14.62	13.75	19.88
Profit before Tax	(95.74)	(95.05)	(105.87)	(59.37)
Current Tax	-	-		-
Deferred Tax	10.00	(3.41)	9.27	(4.08)
Income Tax relating to previous
	-	-	-	-
year
MAT credit Entitlement	-	-	-	-
Total Tax Expense	10.00	(3.41)	9.27	(4.08)
Net Profit/(Loss) for the period
	(105.75)	(91.64)	(115.14)	(55.29)
after tax
Number of shares	30,77,500	30,77,500	30,77,500	30,77,500
Earnings per share	(3.44)	(2.98)	(3.74)	(1.8)

Standalone:

Your Company's standalone revenue from operations for the year reduced to Rs. 898.73 Lakhs from Rs. 1539.98 Lakhs last year registering a downfall of 42%. The net loss for the year was Rs. 105.75 Lakhs as against Rs. 91.64 Lakhs in the previous year.

Consolidation:

Your Company's consolidated revenue from operations for the year reduced to Rs. 2309.97 Lakhs from Rs. 4052.75 Lakhs last year registering a downfall of 43%. The net loss for the year was Rs.115.14 Lakhs as against Rs. 55.29 Lakhs in the previous year. During the year under review, there is no change in the nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislation.

2. Outlook for the current year

Your Board of Directors has initiated various strategic moves to overcome the competition. Also, to de-risk the dependence on few core verticals the Company has identified and is investing on new opportunities. Further, the Company is also taking measures to keep the operating cost low wherever possible.

3. Dividend

The Board, in view of conserving the financial resources and the risk of business, has not recommended any dividend for the year.

4. Transfer of unclaimed dividend to investor education and protection fund

During the past 7 years, your Company has not declared dividend keeping new the company resource requirement, hence, there is no unclaimed dividend and its requirement to transfer to IEPF.

5. Material changes and commitments

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2024-2025 of the Company.

Post financial year and as on date of this report the Company has allotted 61,58,000 Equity Shares of Rs.10/- each on Private Placement basis on 14th June, 2025. The Company received listing approval on 03^rd July, 2025 and trading approval on 24^th July, 2025 for the said allotment.

The Company has allotted 7,64,500 convertible warrants of Rs.10/- each on Private Placement basis on 14^th June, 2025.

In a strategic move to optimize resources and enhance long-term profitability, the Board of Directors of CDG Petchem Limited has decided to change the nature of business to Transportation activities pursuant to Special Resolution passed at Extra ordinary General Meeting held on 07^th May, 2025.

6. Transfer to reserves

The Directors propose to transfer an amount of Rs.105.75 Lakhs to the general reserve.

7. Directors and Key Managerial Personnel

During the year under review, there were no changes in the Board of Directors of the Company. In accordance with provisions of Section 152 of the Act and pursuant to Articles of Association of the Company, Mr. Manoj Kumar Dugar (DIN: 00352733), is liable to retire by rotation at the ensuing 14^th Annual General Meeting and being eligible, offers himself for re-appointment. The brief details required to be disclosed in accordance with Regulation 36 of Listing Regulations, Act and Secretarial Standards are included in the notice of the 14^th Annual General Meeting forming part of this Annual Report

Key Managerial Personnel

Pursuant to the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following have been designated as Key Managerial Personnel of the Company as of March 31, 2025:

Mr. Manoj Kumar Dugar	Managing Director
Mr. NikhilAgarwal	Chief Financial Officer
Ms. Alankritha Bommakanti	Company Secretary (Resigned on 11.06.2025)

8. Auditors a) Statutory Auditors

M/s. S. Bhalotia & Associates, Chartered Accountants (FRN 325040E) Statutory Auditors of the Company retire at the ensuing Annual General Meeting.

The Board at their meeting held on 05.09.2025 have appointed M/s. Rakesh Mehru & Co, Chartered Accountants (ICAI Reg. No. 011715N) as Statutory Auditors of the Company subject to the approval of members for a period of Five (5) years from the conclusion of ensuing Annual General Meeting to till the conclusion of 19^th Annual General Meeting. b) Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Badal Jain & Co, Chartered Accountants, as the Internal Auditors of your Company for FY 2024-25. The Internal Auditors have submitted their reports.

During the year under review, the Internal Auditors have not reported any matter under Section 143(12) of the Act, and therefore no details are required to be disclosed under Section 134 (3) (ca) of the Act.

c) Secretarial Auditors

The Board has appointed M/s. A.S Ram Kumar and Associates, Company Secretaries in Practice, to carry the Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2024-25. The Report of the Secretarial Auditor is annexed to this report as Annexure VII.

Observations

Management response

There was a delay in filing of forms MGT 14 and

Due to MCA technical glitches we are not able to register the

AOC 4 during the year.

director

digital signature in MCA Portal and continuous

errors of registration of DSC of directors. Hence, the delay

	caused.	The delay is purely unintentional and was beyond
	control.

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the Rules made there under.

9. Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended 31st March, 2025 on compliance of all applicable SEBI Regulations and circulars / guidelines, has submitted to the stock exchanges within 60 days of the end of the financial year. M/s. A.S. Ramkumar & Associates, Company Secretaries were engaged to issue the same.

10. Board and its Committees

i. Independent Directors and their declaration of independence:

The Board of Directors of the Company comprises an optimum number of Independent Directors. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act:

Mr. Manoj Kumar Baid (DIN: 10163335); Mr. Arvind Surana (DIN: 00220367)

Mr. Manoj Kumar (DIN: 02725357);

Each Independent Director has confirmed to the Company that they met the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. There has been no change in the circumstances which may affect their status as an Independent Director during the year, which had been considered and taken on record by the Board. All the Independent Directors are registered in the database maintained by the Indian Institute of Corporate Affairs (IICA) and a declaration in this regard was received from each of them. In the opinion of the Board, all the Independent Directors are persons of integrity and possess the relevant expertise and experience (including proficiency) as required under the Act and the Rules made thereunder.

Meeting of Independent Directors

The details of the separate meeting of the Independent Directors are reported in the Corporate Governance Report, which forms part of the Board's Report.

ii. Number of Board Meetings

During the year, five (5) meetings of the Board of Directors of the Company were convened and held in accordance with the provisions of the Act. The date(s) of the Board Meetings and attendance by the directors are given in the Corporate Governance Report forming an integral part of this annual report. The maximum time gap between any two consecutive meetings was within the period prescribed under the Act and Listing Regulations. None of the Directors are disqualified under Section 164(2) of the Act. Certificate on non-disqualification, as required under Regulation 34 of Listing Regulations forms an integral part of the Corporate Governance Report.

iii. Committees of the Board

In compliance with the provisions of Sections 135, 177, 178 of the Act and Listing Regulations, the Board constituted the following sub-committees

Audit Committee;

Nomination & Remuneration Committee; Stakeholders Relationship Committee;

Evaluation of the Board's performance: As per provisions of the Act, and Regulation 17(10) of the Listing Regulations, an evaluation of the performance of the board, its committees and members were undertaken. The detail of the same forms an integral part of the Corporate Governance Report.

iv. Audit Committee

The Company has constituted Audit Committee pursuant to the provisions of Companies Act, 2013. The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, 2013.

During the year under review, the Audit Committee had met 4 times. The constitution of committee is hereunder:

Mr. Manoj Kumar	-	Chairperson
Mr. Manoj Kumar Dugar	-	Member
Mr. Manoj Kumar Baid	-	Member

None of the recommendations made by the Audit Committee were rejected by the Board.

The details of the Committees of the Board viz. Audit Committee, Nomination and Remuneration Committee, and Stakeholders

Relationship Committee are reported in the Report on Corporate Governance, which forms part of the Board's Report.

v. Annual evaluation of board performance and performance of its committees and of directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgments, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

11. Policy on director's and key managerial personnel appointment & remuneration:

Your company adopted the policy on Director's Appointment & Remuneration. The objective of the policy is to ensure that

Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes, and independence of a director and also recommend a policy relating to the remuneration for the directors and key managerial personnel. Policy is available at www.procurepoint.in

12. Vigil mechanism / whistle blower policy

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement if any, the details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company i.e.,www.procurepoint.in

13. Risk management policy

In terms of the requirement of Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy. Your Company believes that managing risks helps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating risks and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board. The details of the Policy is available on the website of the Company i.e.,www.procurepoint.in

14. Management discussion and analysis report

The Management Discussion and Analysis as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is incorporated herein by reference and forms an integral part of this report as Annexure -I.

15. Annual return

Pursuant to Section 134(3) of the Companies Act, 2013, copy of the annual return shall be hosted at the website of the company i.e. www.procurepoint.in

16. Corporate governance report

The Company is committed to good Corporate Governance and best corporate practices. A report on Corporate Governance for the year ended March 31, 2025 along with a Certificate from M/S A.S. Ramkumar & Associates, Company Secretaries regarding the Compliance of Conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations forms part of the Annual Report as Annexure II

17. Corporate social responsibility (CSR):

During the year under review, the provisions of Sec 135 of the Companies Act, 2013 are not applicable to your company.

18. Related party transactions

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. During the financial year 2024-25, there were no materially significant transactions with the related parties which might be deemed to have had a potential material conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The details of the Related Party Transactions pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Form AOC 2, as provided as Annexure-III, which forms in integral part of this Annual Report.

The policy on Related Party Transactions as approved by the Board is available on the website of the Company at www.procurepoint.in

19. Directors' responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the company at the end of the Financial Year 2024-25 and of the profit or loss of the Company for that period; iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the annual accounts for the year 2024-25 have been prepared on a going concern basis; v. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; vi. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. Information about Subsidiary / Joint Ventures / Associate Companies

Subsidiary Company

Morbido Merchandise Private Limited, a subsidiary of the Company, reported Net revenue of Rs. 1,421.53 lakhs with a loss of Rs.9.39 Lakhs for the financial year ended March 31, 2025.

However, Morbido Merchandise Private Limited ceased to be the subsidiary of the Company w.e.f 05.07.2025.

21. Consolidated Financial Results

In accordance with the provisions of the Companies Act, 2013, (‘the Act'), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') and applicable Accounting Standards, the audited consolidated financial statements (CFS) of the company for the financial year 2024-25, together with Auditors Report thereon forms part of the Annual Report. A statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures in the prescribed Form AOC-1 is enclosed as "Annexure-IV" to this report.

22. Internal control systems & their adequacy

The Company is committed to ensuring an effective Internal Control System and Internal Control Environment that will help in preventing and detecting errors, irregularities and frauds, thus ensuring security of Company's assets and efficiency of operations. The Company has an internal control system and mechanism which is commensurate with the size and complexity of business and aligned with evolving business needs.

The Company has laid down Internal Financial Controls as detailed in the Companies Act, 2013 and has covered major processes commensurate with size of the business operations. Controls have been established at the entity level and process levels, and are designed to ensure compliance with internal control requirements, regulatory compliance and appropriate recording and reporting of financial and operational information.

23. Prevention of sexual harassment policy

The Company's policy on prevention of sexual harassment of women provides for the protection of women employees at the work place and for prevention and redressal of such complaints. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH Act') and Rules framed thereunder.

Number of Complaints received	:	0
Number of Complaints disposed	:	0
Number of cases pending for more than 90 days	:	0

24. COMPLIANCE OF PROVISIONS OF MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of Maternity Benefit Act, 1961.

25. Other Disclosures:

1. Share Capital: Authorised share capital of the Company as of March 31, 2025, stood at Rs.5.00 crores comprising 50,00,000 equity shares of Rs.10 each.

The paid-up share capital of the Company as of March 31, 2025 stood at Rs. 3.07 Crores (Rupees Three Crores Seven Lakhs Seventy Five Thousand Only) divided into 30,77,500 equity shares of Rs.10/- each.

During the year under review, the Company has not issued shares with differential voting rights, employee stock options and sweat equity shares.

However post financial year,

? The Authorised Share Capital of the Company increases from Rs.5.00 crores to Rs.10.00 crores at EGM held on 07^th May, 2025.

? The Paid-up share capital of the Company increases from Rs.3.07 crores to Rs.9.23 crores via allotment of 61,58,000 Equity Shares of Rs.10/- each on Private Placement basis on 14^th June, 2025.

The Equity Shares of the Company are listed on BSE Limited (BSE). The annual listing fees for the years 2024& 2025 have been paid in due time.

2. Deposits from Public

The Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There are no outstanding deposits as of March 31, 2025.

3. Particulars of loans, guarantees or investments made under section 186 of the companies act, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013, during the year under review and hence the said provisions are not applicable.

4. Significant and material orders passed by the regulators or courts

The Company has received the waiver of fines imposed by the Stock Exchange on various non compliances under SEBI regulations. The Company paid the fine imposed as per the directions of the authority.

5. Compliance with Secretarial standards

During the year under review, the Company has complied with the Secretarial Standards with respect to Meetings of the Board of the Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government

6. Energy conservation, technology absorption and foreign exchange earnings and outgo

The particulars relating to conversation of energy, Technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the act are provided in Annexure-VI to the Board Report.

7. Particulars of employees

The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure V, which forms an integral part of this Annual Report.

8. Maintenance of cost records

Maintenance of Cost records is not applicable to the Company.

9. Human resources

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

10. Payment of sitting fee

During the year under review, your Company has not paid any amount of Sitting Fees to its Directors for attending the Board meetings.

11. Directors Appointment and Remuneration including other matters provided under Section 178(1) of Companies Act

2013.

This section is not applicable to your company. During the period under review Appointment and Remuneration including other matters under section 178(1) is taken care by Board of Directors of the Company.

12. Reconciliation of Share Capital Audit

As required by the Listing Regulations, a quarterly audit of the Company's Share Capital is being carried out by an

Independent Practicing Company Secretary with a view to reconcile the total share capital, admitted with NSDL and CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretary's certificate in regard to the same is submitted to BSE and is also placed before the Board of Directors.

13. Details of difference between amount of the valuation done at the time of One Time Settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

During the year under review, there were no one time settlement of loan taken from banks and financial institutions.

14. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under IBC, 2016

26. Acknowledgments

Your directors take this opportunity to express their sincere appreciation to the shareholders, customers, bankers, suppliers and other business associates for the excellent support and co-operation extended by them.

Your directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

We place on record our appreciation of the contribution made by employees at all levels. Our consistent performance was made possible by their hard work, solidarity, co-operation and support.

By Order of Board of Directors

Sd/- Sd/-

Manoj Kumar Dugar Rajesh ChandanmalDugar Place: Hyderabad Managing Director Director Date: 05.09.2025 DIN : 00352733 DIN : 00730059